Director Compensation Summary Sheet for Board and Committee Members

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Summary

This document outlines the compensation structure for directors of the company. The Chair of the Board receives an annual retainer of $100,000, while other directors receive $45,000 per year. Additional retainers are provided for committee chairs, with $10,000 for the Audit Committee and $3,000 for other committees, except the Executive Committee. Directors are also paid fees for attending meetings, with different rates for in-person and telephonic attendance, and a daily cap. Employee directors are not eligible for these payments. Retainers are paid quarterly in advance, and meeting fees are paid quarterly in arrears.

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EX-10.19 19 dex1019.htm DIRECTOR COMPENSATION SUMMARY SHEET Director Compensation Summary Sheet

 

Exhibit 10.19

 

Director Compensation Summary Sheet

 

  1. Retainers:

 

  a. Chair of Board of Directors / Executive Committee Chair:

 

  i. $100,000 per annum

 

  ii. no additional retainers compensation for services

 

  b. Member Directors:

 

  i. $45,000 per annum

 

  c. Committee Chairs:

 

  i. Audit Committee Chair - $10,000

 

  ii. Other Committees, including Organization and Compensation, Nominating and Governance, however excluding Executive Committee - $3,000

 

  d. All retainers shall be paid quarterly in advance of the calendar quarter

 

  2. Meeting Fees:

 

  a. Each Director, including the Chair of the Board, shall be paid $2,000 for each full Board or Committee meeting attended in person and $1,000 for each full Board or Committee meeting attended telephonically, provided, however, in the event a director attends two or more meetings on the same calendar day, the fee for each meeting attended after the first shall be $1,000 per meeting and the maximum daily fee earned shall not exceed $4,000.

 

  b. All meeting fees shall be paid quarterly in arrears.

 

  3. An employee Director shall not be entitled to receive any retainer or meeting fees, set forth above.